POWER OF ATTORNEY
FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
IN RESPECT OF SECURITIES OF
PROFESSIONAL DIVERSITY NETWORK, INC.
The undersigned hereby constitutes and appoints Myrna Newman as his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him in his name and stead in any and all capacities, to sign
and file for and on his behalf, in respect of any acquisition, disposition or
other change in ownership of any Common Stock of Professional Diversity Network,
Inc. (the "Company"), the following:
(i) any Form ID to be filed with the Securities and Exchange
Commission (the "SEC");
(ii) any Initial Statement of Beneficial Ownership of Securities on
Form 3 to be filed with the SEC;
(iii) any Statement of Changes of Beneficial Ownership of Securities
on Form 4 to be filed with the SEC;
(iv) any Annual Statement of Beneficial Ownership of Securities on
Form 5 to be filed with the SEC;
(v) any Notice of Proposed Sale of Securities on Form 144 to be
filed with the SEC; and
(vi) any and all agreements, certificates, receipts, or other
documents in connection therewith. The undersigned hereby gives
full power and authority to the attorney-in-fact to seek and
obtain as the undersigned's representative and on the
undersigned's behalf, information on transactions in the
Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release such
information to the undersigned and approves and ratifies any
such release of information. The undersigned hereby grants unto
such attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
in connection with such matters and hereby ratifies and confirms
all that any such attorney-in-fact and agent or substitute may
do or cause to be done by virtue hereof. The undersigned
acknowledges that:
(i) neither the Company nor such attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with
the requirement of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), (ii) any liability of the
undersigned for any failure to comply with such requirements
or (iii) any obligation or liability of the undersigned for
profit disgorgement under Section 16(b) of the Exchange Act;
and
(ii) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's
obligations under the Exchange Act, including without
limitation the reporting requirements under Section 16 of the
Exchange Act. This Power of Attorney shall remain in full
force and effect until revoked by the undersigned in a signed
writing delivered to such attorney-in-fact. IN WITNESS
WHEREOF, the undersigned has executed this Power of Attorney.
Date: March 1, 2013 /s/ Ayan Kishore
-----------------------------------
Ayan Kishore
Executive Vice President - Operations and Technology